SEC Form 4 · accession 0001193125-26-353437
Talkspace, Inc. · TALK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon R Cohen
Officer — Chief Executive Officer
Period of report
Aug 17, 2026
Accepted (ET)
Aug 17, 2026 · 10:21 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001803901
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 17, 2026 | D | 1,581,499 | — | D | 0 | D | |
| Common StockF1,F3 | Aug 17, 2026 | D | 1,260,308 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF1,F4 | $0.86 | Aug 17, 2026 | D | 662,500 | D | — | — | Common Stock | 662,500 | 0 | D |
| Stock OptionsF1,F4 | $1.00 | Aug 17, 2026 | D | 200,211 | D | — | — | Common Stock | 200,211 | 0 | D |
| Stock OptionsF1,F4 | $2.86 | Aug 17, 2026 | D | 168,465 | D | — | — | Common Stock | 168,465 | 0 | D |
| Stock OptionsF1,F4 | $2.99 | Aug 17, 2026 | D | 120,403 | D | — | — | Common Stock | 120,403 | 0 | D |
| Stock OptionsF1,F5 | $0.86 | Aug 17, 2026 | D | 237,500 | D | — | — | Common Stock | 237,500 | 0 | D |
| Stock OptionsF1,F5 | $2.86 | Aug 17, 2026 | D | 370,623 | D | — | — | Common Stock | 370,623 | 0 | D |
| Stock OptionsF1,F5 | $2.99 | Aug 17, 2026 | D | 93,648 | D | — | — | Common Stock | 93,648 | 0 | D |
Explanation of responses
- F1In connection with the terms of that certain Agreement and Plan of Merger, dated as of March 9, 2026 (the "Merger Agreement"), by and among Talkspace, Inc., a Delaware Corporation (the "Issuer"), Universal Health Services, Inc., a Delaware corporation ("Parent"), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent at the effective time of the Merger (the "Effective Time").
- F2Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding share of Issuer common stock, par value $0.0001 per share ("Common Stock") (other than shares of Common Stock canceled pursuant to the Merger Agreement) was converted into the right to receive $5.25 in cash (the "Merger Consideration").
- F3Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer restricted stock unit (an "RSU") outstanding immediately prior to the Effective Time that remains unvested at the Effective Time was assumed by Parent and converted into a Parent restricted stock unit award relating to a number of shares of Class B Common Stock, par value $0.01 per share, of Parent ("Parent Class B Shares") equal to the product of (i) the number of shares of Common Stock underlying such RSU, multiplied by (ii) a fraction (a) the numerator of which was the closing price of Common Stock on Nasdaq on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time and (b) the denominator of which was the closing price of a Parent Class B Share on the New York Stock Exchange on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time (the "Exchange Ratio").
- F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option that was or became vested in accordance with its terms at the Effective Time (each, a "Vested Stock Option") was canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Vested Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price of such Vested Stock Option.
- F5Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option outstanding and unexercised immediately prior to the Effective Time that is not a Vested Stock Option was assumed by Parent and converted into an option to purchase Parent Class B Shares (each, an "Assumed Option"), with (i) the number of Parent Class B Shares subject to such Assumed Option equal to the product of (a) the number of shares of Common Stock that were issuable upon exercise of the Issuer stock option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio and (ii) a per share exercise price equal to (a) the per share exercise price of the corresponding Issuer stock option divided by (b) the Exchange Ratio.
Remarks
Chief Executive Officer